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DocuSign Envelope ID: D8143CE4-5FFB-4F7E-A8B6-8CCBCC3021 E2 <br /> ARTICLE 13 <br /> INDEMNITY <br /> PROFESSIONAL DOES HEREBY COVENANT AND CONTRACT TO WAIVE ANY AND ALL <br /> CLAIMS,RELEASE,INDEMNIFY,AND HOLD HARMLESS CITY,ITS CITY COUNCIL,OFFICERS, <br /> EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL LIABILITY, CAUSES OF ACTION, <br /> CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES, PENALTIES <br /> OR SUITS,WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PERSONS OR PROPERTY, <br /> CAUSED BY OR RESULTING FROM THE NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL <br /> PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBPROFESSIONAL OR SUPPLIER <br /> COMMITTED BY PROFESSIONAL, ITS AGENTS, OR CONSULTANTS UNDER CONTRACT, OR <br /> ANY OTHER ENTITY OVER WHICH PROFESSIONAL EXERCISES CONTROL, SUBJECT TO THE <br /> LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE § 271.904 AND TEXAS CIVIL PRACTICE <br /> AND REMEDIES CODE, § 130.002 (b) AND PROFESSIONAL WILL, AT ITS OWN COST AND <br /> EXPENSE, DEFEND AND PROTECT CITY AGAINST ANY AND ALL SUCH CLAIMS AND <br /> DEMANDS. <br /> THE INDEMNIFICATION UNDER THIS SECTION SHALL INCLUDE REASONABLE <br /> ATTORNEYS'FEES AND COSTS,COURT COSTS,AND SETTLEMENT COSTS IN PROPORTION TO <br /> PROFESSIONAL'S LIABILITY. <br /> PROFESSIONAL'S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO <br /> THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED <br /> BY PROFESSIONAL UNDER THIS AGREEMENT. THIS SECTION (INDEMNIFICATION) SHALL <br /> SURVIVE THE TERMINATION OF THIS AGREEMENT. <br /> ARTICLE 14 <br /> COMPENSATION <br /> The Professional Firm's compensation for Professional Services shall be as follows: <br /> Service Fees: The maximum fee for Professional Services shall not exceed ninety-five thousand dollars <br /> and zero cents($95,000.00) as approved by the Owner set forth in Exhibit 1 without prior City Council approval. <br /> Reimbursable Expenses: For Reimbursable Expenses approved by the Owner(ref. Article 8 and Exhibit <br /> Professional Firm shall be compensated for the actual expense incurred by the Firm. Notwithstanding the <br /> foregoing, Owner's payment to the Firm for Reimbursable Expenses will not exceed a maximum of amount agreed <br /> upon in this Agreement and Exhibits without the prior written approval of the Owner. <br /> Additional Services: The Firm's Compensation for any approved Additional Services shall be as <br /> described in the Additional Services Proposal accepted by the Owner. <br /> Rev 01.11.2023 Page 9 of 14 <br />